---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC
20549

FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

[]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

000-30087 Commission file number

AMG OIL LTD.(Exact name of
Small Business Issuer as Specified in its Charter)

|State of Nevada                         | N/A                   
|--------------------------------------- | ----------------------
|(State or other jurisdiction            | (I.R.S. Employer      
|of Incorporation
      or Organization) | Identification Number)

2800-600 17th Street,South Denver, CO.
80202-5428(Address of Principal Executive Offices)

(303) 226-5889(Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  [ X ] No []

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No []

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. Common stock,
$.00001 par value per share: 22,600,000 outstanding as of April 28, 2006.

Transitional Small Business Disclosure Format (check one): Yes
  []
  No [ X ]

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AMG OIL LTD.

Quarterly Report On Form 10-QSB

For The Quarterly Period Ended March 31, 2006

INDEX

|PART I - FINANCIAL
      INFORMATION |                                                                  
|------------------------------------ | -----------------------------------------------------------------
|Item 1.                              | Financial Statements                                             
|Item 2.                              | Managements Discussion and Analysis                             
|                                     |                                                                  
|PART II 
      OTHER INFORMATION    |                                                                  
|Item 1.                              | Legal Proceedings                                                
|Item 2.                              | Unregistered Sales of Equity
      Securities and Use of Proceeds
|Item 3.                              | Defaults Upon Senior Securities                                  
|Item 4.                              | Submission of Matters to
      a vote of Securities Holders      
|Item 5.                              | Other Information                                                
|Item 6.                              | Exhibits                                                         
|                                     |                                                                  
|SIGNATURES                           | 9                                                                

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of AMG Oil
Ltd. (the Company) are included in this Quarterly Report on Form 10-QSB:

|                                                                                                              | Page
|------------------------------------------------------------------------------------------------------------- | ----
|Interim Balance Sheets as of March 31, 2006                                                                   | F-2 
|Interim Statements of Operations for the three and six
      months ended March 31, 2006 and 2005             | F-3 
|Interim Statements of Changes in Stockholders Equity
      for the three and six months ended March 31, 2006 | F-4 
|Interim Statements of Cash Flows for the three and six
      months ended March 31, 2006 and 2005             | F-5 
|Notes to the Interim Financial Statements                                                                     | F-6 

F-1

---

|AMG OIL LTD.                                     |   |                       |   |   |                       |   |   |               |  
|------------------------------------------------ | - | --------------------- | - | - | --------------------- | - | - | ------------- | -
|(An Exploration Stage Enterprise)                |   |                       |   |   |                       |   |   |               |  
|Interim Balance
      Sheets                     |   |                       |   |   |                       |   |   |               |  
|                                                 |   | March 31,             |   |   | March 31,             |   |   | September 30, |  
|                                                 |   | 2006                  |   |   | 2005                  |   |   | 2005          |  
|                                                 |   | (Unaudited - Prepared |   |   | (Unaudited  Prepared |   |   | (Audited)     |  
|Assets                                           |   | by Management)        |   |   | by Management)        |   |   |               |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Current                                          |   |                       |   |   |                       |   |   |               |  
|Cash                                             | $ | 1,376,796             |   | $ | 7,473                 |   | $ | 14,526        |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|                                                 |   | 1,376,796             |   |   | 7,473                 |   |   | 14,526        |  
|Investments                                      |   | -                     |   |   | 10,993                |   |   | -             |  
|Property and equipment                           |   | -                     |   |   | 1,442                 |   |   | 1,234         |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Total Assets                                     | $ | 1,376,796             |   | $ | 19,908                |   | $ | 15,760        |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Liabilities                                      |   |                       |   |   |                       |   |   |               |  
|Current                                          |   |                       |   |   |                       |   |   |               |  
|Accounts payable and accrued liabilities         | $ | 26,850                |   | $ | -                     |   | $ | 5,622         |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Total Liabilities                                |   | 26,850                |   |   | -                     |   |   | 5,622         |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Commitments and Contingencies                    |   |                       |   |   |                       |   |   |               |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Stockholders Equity                             |   |                       |   |   |                       |   |   |               |  
|Common stock, $0.00001 par value                 |   |                       |   |   |                       |   |   |               |  
|100,000,000 shares authorized                    |   |                       |   |   |                       |   |   |               |  
|Issued and outstanding at March 31,              |   |                       |   |   |                       |   |   |               |  
|2006: 22,600,000 shares                          |   |                       |   |   |                       |   |   |               |  
|2005: 16,600,000 shares                          |   | 226                   |   |   | 166                   |   |   | 166           |  
|Additional paid-in capital                       |   | 4,194,606             |   |   | 2,835,709             |   |   | 2,835,709     |  
|Deficit accumulated during the development stage |   | (2,844,886            | ) |   | (2,815,967            | ) |   | (2,825,737    | )
|                                                 |   |                       |   |   |                       |   |   |               |  
|Total Stockholders Equity                       |   | 1,349,946             |   |   | 19,908                |   |   | 10,138        |  
|                                                 |   |                       |   |   |                       |   |   |               |  
|Total Liabilities and Stockholders Equity       | $ | 1,376,796             |   | $ | 19,908                |   | $ | 15,760        |  

See accompanying notes to the interim financial statements

F-2

---

|AMG OIL LTD.                         |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|------------------------------------ | - | ------------ | - | - | ------------ | - | - | ---------- | - | - | ---------- | - | - | --------------- | -
|(An Exploration Stage Enterprise)    |   |              |   |   |              |   |   |            |   |   |            |   |  
|Interim Statements of Operations     |   |              |   |   |              |   |   |            |   |   |            |   |  
|(Unaudited  Prepared by Management) |   |              |   |   |              |   |   |            |   |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   | Cumulative      |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   | from Inception  |  
|                                     |   | Three Months |   |   | Three Months |   |   | Six Months |   |   | Six Months |   |   | on February 20, |  
|                                     |   | Ended        |   |   | Ended        |   |   | Ended      |   |   | Ended      |   |   | 1997 to         |  
|                                     |   | March 31,    |   |   | March 31,    |   |   | March 31,  |   |   | March 31,  |   |   | March 31,       |  
|                                     |   | 2006         |   |   | 2005         |   |   | 2006       |   |   | 2005       |   |   | 2006            |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Expenses                             |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|General and administrative           | $ | 21,712       |   | $ | 3,146        |   | $ | 23,546     |   | $ | 9,171      |   | $ | 839,141         |  
|Loss on sale of investments          |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 17,820          |  
|Write-down of investments            |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 234,780         |  
|Write-off of loan
      receivable   |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 30,000          |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|                                     |   | (21,712      | ) |   | (3,146       | ) |   | (23,546    | ) |   | (9,171     | ) |   | (1,121,741      | )
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Other Income                         |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Interest income                      |   | 4,296        |   |   | 77           |   |   | 4,397      |   |   | 168        |   |   | 64,265          |  
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Loss from continuing                 |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Operations                           |   | (17,416      | ) |   | (3,069       | ) |   | (19,149    | ) |   | (9,003     | ) |   | (1,057,476      | )
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Loss from discontinued               |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Operations                           |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (1,787,410      | )
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Net loss                             | $ | (17,416      | ) | $ | (3,069       | ) | $ | (19,149    | ) | $ | (9,003     | ) | $ | (2,844,886      | )
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Basic loss per share:                |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|From continuing                      |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|operations                           | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.05           | )
|Discontinued operations              |   | (0.00        | ) |   | (0.00        | ) |   | (0.00      | ) |   | (0.00      | ) |   | (0.08           | )
|                                     | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.13           | )
|                                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Weighted average number              |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|of common shares                     |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|outstanding                          |   | 17,621,978   |   |   | 16,600,000   |   |   | 17,621,978 |   |   | 16,600,000 |   |   |                 |  

See accompanying notes to the interim financial statements

F-3

---

|AMG OIL LTD.                                        |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|--------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | --------- | -
|(An Exploration Stage Enterprise)                   |  |              |  |   |         |  |   |             |  |   |               |   |  
|Statements of Changes in Stockholders
      Equity |  |              |  |   |         |  |  
|(Unaudited  Prepared by Management)                |  |              |  |   |         |  |   |             |  |  
|                                                    |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|For the
      Six Months Ended March 31, 2006       |  |              |  |   |         |  |   |             |  |   |               |   |  
|                                                    |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|                                                    |  |              |  |   |         |  |   |             |  |   | Deficit       |   |   |           |  
|                                                    |  |              |  |   |         |  |   |             |  |   | Accumulated   |   |   |           |  
|                                                    |  |              |  |   |         |  |   | Additional  |  |   | During the    |   |   | Total     |  
|                                                    |  | Common Stock |  |   | Paid-in |  |   | Development |  |   | Stockholders |  
|                                                    |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity    |  
|                                                    |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at September 30,                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|2005                                                |  | 16,600,000   |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,825,737    | ) | $ | 10,138    |  
|                                                    |  |              |  |   |         |  |   |             |  |   | (1,106,470    | ) |   |           |  
|Additions during the period                         |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|for cash                                            |  | 6,000,000    |  |   | 60      |  |   | 1,358,897   |  |   | -             |   |   | 1,358,957 |  
|Net loss during the period                          |  | -            |  |   | -       |  |   | -           |  |   | (19,149       | ) |   | (19,149   | )
|                                                    |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at March 31,                                |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|2006                                                |  | 22,600,000   |  | $ | 226     |  | $ | 4,194,606   |  | $ | (2,844,886    | ) | $ | 1,349,946 |  

See accompanying notes to the interim financial statements

F-4

---

|AMG OIL LTD.                                |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|------------------------------------------- | - | ------------------------- | - | - | ---------- | - | - | ---------- | - | - | -------------- | - | - | -------------------- | -
|(An Exploration Stage Enterprise)           |   |                           |   |   |            |   |   |            |   |   |                |   |  
|Statements of Cash Flows                    |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|(Unaudited  Prepared by Management)        |   |                           |   |   |            |   |   |            |   |   |                |   |  
|                                            |   |                           |   |   |            |   |   |            |   |   |                |   |   | Cumulative           |  
|                                            |   | Three Months Three Months |   |   | Six Months |   |   | Six Months |   |   | from Inception |  
|                                            |   | Ended                     |   |   | Ended      |   |   | Ended      |   |   | Ended          |   |   | on February 20,      |  
|                                            |   | March 31,                 |   |   | March 31,  |   |   | March 31,  |   |   | March 31,      |   |   | 1997 to              |  
|                                            |   | 2006                      |   |   | 2005       |   |   | 2006       |   |   | 2005           |   |   | March
      31, 2006 |  
|Operating Activities                        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Net loss from continuing operations         | $ | (17,416                   | ) | $ | (3,069     | ) | $ | (19,149    | ) | $ | (9,003         | ) | $ | (1,057,476           | )
|Adjustments to reconcile net loss to        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|cash used in operating activities:          |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Depreciation                                |   | 1,158                     |   |   | 104        |   |   | 1,234      |   |   | 207            |   |   | 5,889                |  
|Net compensation expense from               |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|stock options                               |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 184,875              |  
|Loss on sale of investments                 |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 17,820               |  
|Write-down of investments                   |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 234,780              |  
|Write-off of loan receivable                |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 30,000               |  
|Changes in non-cash working capital:        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Accounts payable and accrued                |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|liabilities                                 |   | 21,350                    |   |   | (5,195     | ) |   | 21,228     |   |   | (5,000         | ) |   | 27,797               |  
|Due to related parties                      |   | -                         |   |   | (1,632     | ) |   | -          |   |   | (1,138         | ) |   | (23,181              | )
|Net cash provided by (used in)              |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|continuing operations                       |   | 5,092                     |   |   | (9,792     | ) |   | 3,313      |   |   | (14,934        | ) |   | (579,496             | )
|Net cash provided by discontinued           |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|operations                                  |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 60,405               |  
|Net cash provided by (used in)              |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|operating activities                        |   | 5,092                     |   |   | (9,792     | ) |   | 3,313      |   |   | (14,934        | ) |   | (519,091             | )
|Financing Activities                        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Common shares issued for cash               |   | 1,358,957                 |   |   | -          |   |   | 1,358,957  |   |   | -              |   |   | 4,039,957            |  
|Common shares re-purchased with             |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|cash                                        |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (30,000              | )
|Net cash provided by                        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|financing activities                        |   | 1,358,957                 |   |   | -          |   |   | 1,358,957  |   |   | -              |   |   | 4,009,957            |  
|Investing Activities                        |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Loan receivable                             |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (30,000              | )
|Purchase of investments                     |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (324,856             | )
|Proceeds from sale of investments           |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 82,256               |  
|Oil and gas exploration expenditures        |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (1,835,581           | )
|Purchase of property and equipment          |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (5,889               | )
|Net cash used in
      investing activities |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (2,114,070           | )
|Net increase (decrease) in cash             |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|during the period                           |   | 1,364,049                 |   |   | (9,792     | ) |   | 1,362,270  |   |   | (14,934        | ) |   | 1,376,796            |  
|Cash position - Beginning of period         |   | 12,747                    |   |   | 17,265     |   |   | 14,526     |   |   | 22,407         |   |   | -                    |  
|Cash position -
      End of period         | $ | 1,376,796                 |   | $ | 7,473      |   | $ | 1,376,796  |   | $ | 7,473          |   | $ | 1,376,796            |  
|Supplemental disclosure of net-cash         |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|discontinued operations:                    |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Net loss from discontinued operations       | $ | -                         |   | $ | -          |   | $ | -          |   | $ | -              |   | $ | (1,787,410           | )
|Gain on forgiveness of debt                 |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 22,234               |  
|Write-off of oil and gas interest           |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 1,832,520            |  
|Gain on sale of
      oil and gas interest  |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | (6,939               | )
|Net cash used in discontinued items         |   | -                         |   |   | -          |   |   | -          |   |   | -              |   |   | 60,405               |  
|Supplemental disclosure of non-cash         |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Investing activities:                       |   |                           |   |   |            |   |   |            |   |   |                |   |   |                      |  
|Purchase of
      investments               | $ | -                         |   | $ | -          |   | $ | -          |   | $ | -              |   | $ | (10,000              | )

See accompanying notes to the interim financial statements

F-5

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to the Interim Financial Statements 
|(unaudited 
      Prepared by Management)

|For the Six Months
      Ended March 31, 2006 and 2005
|------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Companys business focus is the acquisition of an interest
in a suitable resource based asset. The operations of the Companys subsidiary
for the exploration of New Zealand oil and gas properties was discontinued
during the 2003 fiscal year based on managements decision that the subsidiary
had limited prospects, at that time, for developing profitable operations.

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has incurred recurring operating losses and has
an accumulated deficit of $2,844,886. These factors, among others, raise
substantial doubt about the Companys ability to be able to continue as a going
concern. The future of the Company and the realization of its asset values will
depend upon the Companys ability to obtain adequate financing, acquire a
suitable resource based asset and maintain continuing support from shareholders
and creditors to attain profitable operations.

The Company is a development stage enterprise and is required
to identify that these financial statements are those of an exploration stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable resource based assets.

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG
Oil Ltd. have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-QSB
as prescribed by the Securities and Exchange Commission. This form 10-QSB should
be read in conjunction with the Companys September 30, 2005 Form 10-KSB. All
material adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods have been reflected.
The results of the six months ended March 31, 2006 are not necessarily
indicative of the results to be expected for the full year.

NOTE 3 - COMMON STOCK

Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share.

|                                      |  | Number          |  |   | Stated    | 
|------------------------------------- |  | --------------- |  | - | --------- | 
|Issued and fully paid:                |  | of
      Shares |  |   | Value     | 
|Balance at September 30, 2005         |  | 16,600,000      |  | $ | 2,835,875 | 
|Private placement, net of issue costs |  | 6,000,000       |  |   | 1,358,957 | 
|Balance at March 31, 2006             |  | 22,600,000      |  | $ | 4,194,832 | 

F-6

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On February 28, 2006 the Company completed a private placement
financing of 6,000,000 units (each a Unit) at a price of US$0.25 per Unit for
gross proceeds of $1.5 million. Each Unit consists of one share of common stock
(a Unit Share) and one share purchase warrant (a Warrant), and each Warrant
entitles the holder thereof to acquire an additional share of common stock (a
Warrant Share) at a price of US$0.50 for a period of 24 months subject to an
accelerated expiry provision whereby the warrants will expire 30 days after a
registration statement has been declared effective by the United States
Securities Exchange Commission (SEC) and the Companys shares have traded at
or above $1.00 for 20 consecutive days. Each Unit also includes a Right to
receive an additional 0.10 of one Unit if a Registration Statement is not
declared effective by the SEC on or before August 27, 2006. As part of the
private placement the Companys agent earned a commission and was granted a two
year option to purchase 360,000 Units of the Company, exercisable at $0.25 per
share.

Share Purchase Warrants

At March 31, 2006, the following share purchase warrants are
outstanding:

Number
    Price
    ExpiryOf Shares
    per
      Share
    Date6,000,000
    $0.50
    February 28, 2008


Stock Options

At March 31, 2006, the following stock options are
outstanding:

Number
    Price
    ExpiryOf Shares
    per
      Share
    Date360,000
    $0.25
    February 28, 2008


Rights

At March 31, 2006, the following rights are outstanding:

Number
    Grantof Units
    Date600,000
    August 27, 2006


Each outstanding Right allows for one common share and one
warrant exercisable at $0.50 until expiry on February 28, 2008.

Refer to Note 4

NOTE 4  RELATED PARTY TRANSACTIONS

Three directors participated in the private placement financing
completed on February 28, 2006, acquiring a total of 80,000 units at a price of
$0.25 per unit.

F-7

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NOTE 5  LOSS PER SHARE

Loss per share is calculated using the weighted-average number
of commons shares outstanding during the period. Diluted loss per share is not
presented, as it is anti-dilutive.

F-8

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ITEM 2. MANAGEMENTS DISCUSSION & ANALYSIS

The following discussion of our financial condition, changes in
financial condition and results of operations for the six months ended March 31,
2006 should be read in conjunction with our unaudited consolidated interim
financial statements and related notes for the six months ended March 31,
2006.

Forward Looking Statements

Certain information in this report including statements made in
"Management's Discussion and Analysis", "Description of Business" and elsewhere
contain "forward-looking statements". All statements other than statements of
historical fact are "forward-looking statements", including any projections of
earnings, revenues or other financial items, any statements of the plans and
objectives of management for future operations, any statements concerning
proposed new products or services, any statements regarding future economic
conditions or performance, and any statements of assumptions underlying any of
the foregoing. In some cases, forward-looking statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although AMG Oil believes that the expectations
reflected in its forward-looking statements are reasonable, it can give no
assurance that such expectations or any of its forward-looking statements will
prove to be correct, and actual results could differ materially from those
projected or assumed in these forward-looking statements.

Forward-looking statements include but are not limited to:

- AMG Oil's ability to implement successfully its operating strategy;
- Future financial performance as estimated in AMG Oil's financial
  projections;
- AMG Oil's forecasts of market demand; and,
- Highly competitive market conditions.

This list of categories of forward-looking statements should
not be construed as exhaustive. AMG Oil will not update or revise any
forward-looking statements.

The following discussion contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including, but not limited to, those set forth under
Risk Factors in our annual report on Form 10-KSB for the year ended September
30, 2005, elsewhere in that report and in this quarterly report.

Going Concern

Our financial statements have been prepared in accordance with
generally accepted accounting principles in the United States on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should we be unable to continue as a
going concern. We have incurred recurring operating losses and have an

1

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accumulated deficit of $2,844,886. These factors, among others,
raise substantial doubt about our ability to be able to continue as a going
concern. The future of our company will depend upon our ability to obtain
adequate financing, acquire a suitable resource based asset and maintain
continuing support from shareholders and creditors to attain profitable
operations.

Description of Business

Overview

The Registrant was previously engaged in the acquisition and
exploration of resource properties, but has been inactive since 2003. Currently,
the Registrants only asset is cash. Accordingly, the Registrant is a shell
company within the meaning assigned that term in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the Exchange Act).

The Registrant is administered through its corporate office
located at 600 17th Street, Suite 2800, South Denver, CO, USA
80202-5428. The Registrants telephone number is (303) 226-5889.

Corporate History

The Registrant was incorporated on February 20, 1997 under the
name "Trans New Zealand Oil Company" by filing its Articles of Incorporation
with the Secretary of State of Nevada. The Registrant changed its name to AMG
Oil Ltd. on July 27, 1998. The Registrant's fiscal year end is September 30.

From 1999 to 2003, the Registrant was modestly active in
seeking suitable oil and gas properties for exploration and development in New
Zealand. It withdrew from the New Zealand exploration permit during the 2003
fiscal year, and assigned its interest to the other participants in the permit.

On February 1, 2006, the British Columbia Securities Commission
granted the Registrants application to be designated as a reporting issuer
under the Securities Act (British Columbia). Accordingly, the Registrant and its
insiders are now subject to the continuous disclosure requirements under the
securities laws of the Province of British Columbia, Canada.

Current Status

The Registrant does not receive any revenue from its
discontinued oil & gas operations in New Zealand and has no significant
assets, tangible or intangible other than cash. The Registrant has no history of
earnings and there is no assurance that the business of the Registrant will be
profitable. As at the end of the quarter ended March 31, 2006, the Registrant
has an accumulated deficit of $2,844,886 which includes a loss of $19,149 for
the six month period ending March 31, 2006 and the Registrant is expected to
continue incurring operating losses and accumulating deficits in future periods.
The Registrant has no significant future obligations.

We currently have ongoing obligations with respect to our
corporate operations and we expect to have sufficient capital required to
continue our ongoing activities until such time that we can generate revenues
from operations.

2

---

There can be no assurance that we will earn revenue, operate
profitably or provide a return on investment to our security holders. We now
propose to derive all of our revenue from the intended acquisition of suitable
resource based assets.

Employees and Consultants

The Registrant has no employees, with the exception of our sole
executive officer, Mr. Michael Hart, and has not retained the services of any
consultants.

The Registrant is in the start-up stage and none of the
Registrants executive officers have employment agreements with the
Registrant.

Administration Contract

The Registrant receives corporate services from DLJ Management
Corp., a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement.
The services consist of shareholder relations and communications, administrative
and accounting support. DLJ Management Corp, until January 31, 2005, billed
monthly for its services on a cost-recovery basis, billing the Registrant and
other associated companies for costs already incurred with no mark-up or other
such charges, for items such as labor and rent, office costs, and employee
benefits. As a result of the lack of capital of the Registrant, these services
were provided by DLJ at no cost from February 1, 2005 to date. These services
are not expected to continue for any significant period after the change of
control described below.

The Registrant utilizes the office space for its corporate
office, on a rent-free basis, pursuant to a verbal agreement with Trans-Orient
Petroleum Ltd. and TAG Oil Ltd.

Change of Control

Pursuant to an agreement made November 16, 2005, Robert
Pollock, a Toronto, Ontario businessman, acquired control of the Registrant
through the purchase of 8,600,000 shares of the Registrants common stock at a
price of $0.01 per share. This transaction was disclosed in the Registrants
current report on Form 8-K, filed on December 1, 2005.

The purchase and sale of these shares for $86,000 was completed
on November 29, 2005. These shares, at the date of completion, represented 51.9%
of the outstanding shares of the Registrant. The seller of these shares was the
previous majority shareholder, Trans-Orient Petroleum Ltd., which sold 7,305,500
million of these shares and one other seller, who sold 1,294,500 shares.
Trans-Orient is a corporation whose common stock is registered under section
12(g) of the Exchange Act, and is controlled by Mr. Peter C. Loretto, its
President, who is a businessman residing in Vancouver, British Columbia, Canada.

Trans-Orient sold its controlling shares in the Registrant
because they represented an investment in a superfluous inactive affiliate. Mr.
Pollock purchased the 8,600,000 shares with personal funds and has advised that
he has acquired control of the Registrant with a view to endeavoring to
reactivating its oil and gas exploration although there can be no assurance he
will be successful at doing so. At this time, the Registrant has not committed
to any financing or property acquisition transactions although it is currently
seeking capital and prospects.

3

---

By agreement with Mr. Pollock, the current directors of the
Registrant have agreed to resign from the Board of the Registrant on request of
Mr. Pollock but may resign of their own volition at any time.

Results of Operations

The Company has incurred losses to date of $2,844,886 which
includes a net loss for the second quarter of the 2006 fiscal year $17,416 (six
months: $19,149) versus a second quarter loss of $3,069 (six months: $9,003)
last year.

The Companys loss of $19,149 for the quarter consisted of
general and administrative costs (G&A) specifically, consulting, legal,
filing and transfer agent expenses as well as minor office costs.

Summary of Quarterly Results

Three Month Period Ended
      March 31, 2006 $
    Three Month Period Ended
      December 31, 2005 $
    Three Month Period Ended
      Sept. 30, 2005 $
    Three Month Period Ended June
      30, 2005 $
    Three Month Period Ended
      March 31, 2005 $
    Three Month Period Ended
      December 31, 2004 $
    Three Month Period Ended Sept
      30, 2004 $
    Three Month Period Ended June
      30, 2004 $Total Revenue
    -
    -
    -
    -
    -
    -
    -
    -G&A
    (21,712)
    (1,834)
    (6,619)
    (1,658)
    (3,146)
    (6,025)
    (10,352)
    (7,144)Loss on sale of investments
    -
    -
    -
    (1,685)
    -
    -
    -
    -Write-off of loan receivable
    -
    -
    -
    -
    -
    -
    (30,000)
    -Interest Income
    4,296
    101
    105
    87
    77
    91
    78
    63Net income (loss) for the period
    (17,416)
    (1,733)
    (6,514)
    (3,256)
    (3,069)
    (5,934)
    (40,274)
    (7,081)Basic and Diluted income (loss) per share
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00


In the periods where net losses are incurred, stock options and
share purchase warrants outstanding were not included in the computation of
diluted loss per share as the inclusion of such securities would be
antidilutive.

The Company has not had any discontinued operations or
extraordinary items in the past two years, therefore has not shown the impacts
of these on the net loss and basic/diluted loss per share.

4

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A comparative summary of the Companys G&A costs over the
six month period ending March 31, 2006 is as follows:

|                             |   | 3 months ended March 31, |  |   | 6 months ended March 31, | 
|---------------------------- | - | ------------------------ |  | - | ------------------------ | 
|                             |   | 2006                     |  |   | 2005                     | 
|Filing, listing and transfer | $ | 6,567                    |  | $ | 838                      | 
|agent                        |   |                          |  |   |                          | 
|Consulting                   |   | 4,959                    |  |   |                          | 
|Office and Administration    |   | 6,461                    |  |   | 1,328                    | 
|Professional fees            |   | 3,725                    |  |   | 790                      | 
|Wages                        |   | -                        |  |   | 190                      | 
|                             | $ | 21,712                   |  | $ | 3,146                    | 

Capital Expenditures

The Company has no material commitments for capital expenditure
at March 31, 2006 or as of the date of this filing.

Liquidity and Capital Resources

On February 28, 2006 the Company completed a financing of
6,000,000 units (each a Unit) at a price of US$0.25 per Unit for gross
proceeds of $1.5 million. Net proceeds of this financing will be used for
working capital and to enhance the Companys ability to acquire a suitable
interest in a resource based asset.

On February 8, 2006, the Company filed a notice of a proposed
unregistered offering of securities on Form 8-K pursuant to Rule 135c under the
Securities Act of 1933, as amended. As described in the notice, the private
placement consisted of up to 5,000,000 Units at a price of US$0.25 per Unit for
maximum gross proceeds of US$1.25 million. Each Unit consisted of one common
share and one two-year share purchase warrant, exercisable at a price of US$0.50
per share, subject to accelerated expiry provisions should the shares of the
Company trade over US$1.00 for 20 consecutive days, after a registration
statement relating to the resale of certain of the securities issued in the
offering has been declared effective by the Securities and Exchange Commission
and at least four months has elapsed from the closing date of the financing. The
Companys agent will sell the Units on a best efforts basis, will be entitled to
a commission, and has been granted a two year option to acquire up to 6% of the
aggregate number of Units issued and sold under the offering, exercisable at a
price of US$0.25 per share. On February 10, 2006, the Companys board of
directors resolved to increase the maximum offering to 6,000,000 units.

The securities were offered on a prospectus-exempt basis in
certain provinces of Canada and elsewhere where permitted by applicable law. The
Company, as part of the financing, agreed to prepare and file a registration
statement with the US Securities Exchange Commission in connection with these
securities and will provide a 10% upwards adjustment in the number of securities
issued if the registration statement is not effective by August 27, 2006.

The securities have not been registered under the Securities
Act of 1933, as amended, or under any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.

5

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The authorized share capital of the Company is 100,000,000 shares of common stock with a par value of $0.00001 per share. At March 31, 2006, there were 22,600,000 shares (March 31, 2005: 16,600,000) issued and outstanding.

At March 31, 2006 our current assets totaled $1,376,976 compared to $14,526 at the beginning of the fiscal year. Our current assets for both periods consisted entirely of cash. Our current liabilities at March 31, 2006 were $26,850
(September 30, 2005: $5,622). Cash on hand is currently our only source of liquidity and at the date of this report we feel that we have sufficient working capital on hand to operate for the next twelve months. We do not have any lending
arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Off-Balance Sheet Arrangements and Proposed Transactions

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

There were no transactions with related parties during the six months ended March 31, 2006, other than certain directors of the Company participating in the financing completed on February 28, 2006. Please refer to Note 4 of the accompanying
interim financial statements.

Accounting Pronouncements Recently Issued

There have been no accounting pronouncements recently issued that have had an affect on the Company.

Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2006, being the date of our most recently
completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal
financial officer concluded that as of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by us in
reports that we file or submit with under the Exchange Act.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including
our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended March 31, 2006 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, a registrants principal executive and principal financial officers, or persons performing similar functions, and
effected by such registrants board

6

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of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

PART II OTHER INFORMATION

Legal Proceedings

None.

Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote
during the six months ended March 31, 2006.

Other Information

On March 21, 2006, Mr. Douglas Lynes resigned as a Director of
the Company and was replaced by Mr. John Campbell. Mr. Campbell is a retired
member of the Law Society of British Columbia and for the past 18 years has
served as President of mining explorer, Trans America Industries Ltd.

7

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Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit No. | Description of Exhibit                                                                                                                                                         
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                
|3.1         | Articles of Incorporation, as
      filed February 20, 1997 (1)                                                                                                                
|3.2         | Bylaws (1)                                                                                                                                                                     
|3.3         | Articles of Amendment to the
      Articles of Incorporation, as filed on July 27, 1998 (1)                                                                                    
|31.1        | Certification of Principal
      Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
      under the Securities and Exchange Act of 1934, as amended. (2)
|31.2        | Certification
      of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as amended. (2)
|32.1        | Certification pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (Principal Executive Officer) (2)           
|32.2        | Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Principal Financial Officer) (2)           

|(1) | Incorporated herein by reference from our Form 10-SB
      registration statement and all amendments thereto filed with the
      Securities and Exchange Commission, and amendments thereto, SEC file No.
      000-30087.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                            
|(2) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                                                                                                                                         

(b) Reports on Form 8-K filed during the quarter.

On March 2, 2006, we filed a current report on Form 8-K
disclosing the completion of the private placement offering of 6,000,000 units
as described above.

On March 22, 2006, we filed a current report on Form 8-K
disclosing the departure of Mr. Douglas Lynes as a Director of the Company and
that he had been replaced by Mr. John Campbell.

Additional information relating to the Company is available on
www.sedar.com and www.sec.gov.

8

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 3rd day of May, 2006.

|                  | AMG OIL LTD.
|----------------- | ------------
|                  | (Registrant)
|                  |             
|Date: May 3, 2006 | BY:         
|                  |             
|                  |             
|Date: May 3, 2006 |             
|                  |             

9

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